1 EXHIBIT 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BEVERAGE WORKS, INC. Frederik G.M. Rodenhuis and Lyle R. Maul certify that: 1. They are the PRESIDENT and the SECRETARY, respectively, of Beverage Works, Inc., a California corporation. 2. The Articles of Incorporation of this corporation is amended and restated to read as follows: I NAME The name of the corporation is Beverage Works, Inc. II PURPOSE The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the GENERAL CORPORATION LAW of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. III CAPITALIZATION A. This corporation is authorized to issue two classes of shares, to be designated "Common Stock" and "Preferred Stock," respectively. The corporation is authorized to issue 20,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. B. The Preferred Stock may be issued in any number of series, as determined by the board of directors. The board may by resolution fix the designation and number of shares of any such series of Preferred Stock. The board is authorized to fix or alter the rights, preferences, privileges, and restrictions pertaining to any wholly unissued series of Preferred Stock. The board may thereafter in the same manner increase or decrease the number of shares of any such series of Preferred Stock (but not below the number of shares of that series then outstanding). PAGE 1 OF 2 2 IV LIMITATION OF LIABILITY The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. V INDEMNIFICATION OF AGENTS This corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 the Corporations Code. 3. The foregoing restatement of Articles of Incorporation, and the amendments thereto, have been duly approved by the board of directors. 4. The foregoing amendments to the Articles of Incorporation have been duly approved by the holders of the requisite number of shares of this corporation in accordance with Section 902 and 903 of California Corporations Code. The total number of outstanding shares of the corporation is 2,412,863. The number of shares voting in favor of the amendments equalled or exceeded the vote required. The percentage vote required was more than 50%. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. DATE: ----------------------- ----------------------------------- Frederik G.M. Rodenhuis, President ----------------------------------- Lyle R. Maul, Secretary PAGE 2 OF 2